Exhibit (h) (i) under Form N-1A
Exhibit 10 under Item 601/Reg S-K
MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
HUNTINGTON FUNDS
and
UNIFIED FUND SERVICES, INC.
March 12, 2002
Exhibit A - Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of March 12, 2002, between the
Huntington Funds, a Massassachusetts business trust (the "Fund"), and Unified
Fund Services, Inc., a Texas corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer
agent services with respect to the Fund, and Unified is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Appointment. The Fund hereby appoints Unified to provide
transfer agent services for the Fund, subject to the supervision of the Board
of Trustees of the Fund (the "Board"), for the period and on the terms set
forth in this Agreement. Unified accepts such appointment and agrees to
furnish the services herein set forth in return for the compensation as
provided in Section 6 and Exhibit C to this Agreement. The Fund will
initially consist of the portfolios, funds and/or classes of shares (each a
"Portfolio"; collectively the "Portfolios") listed on Exhibit A. The Fund
shall notify Unified in writing of each additional Portfolio established by
the Fund. Each new Portfolio shall be subject to the provisions of this
Agreement, except to the extent that the provisions (including those relating
to the compensation and expenses payable by the Fund and its Portfolios) may
be modified with respect to each new Portfolio in writing by the Fund and
Unified at the time of the addition of the new Portfolio.
Section 2. Representations and Warranties of Unified. Unified
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represents and warrants to the Fund that:
(a) Unified is a corporation duly organized and existing under the
laws of the State of Texas;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by Unified to authorize
Unified to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its
duties and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
Unified or any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund
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represents and warrants to Unified that:
(a) the Fund is a business trust duly organized and existing under the
laws of the State of Massassachusetts;
(b) the Fund is empowered under applicable laws and by its Declaration
of Trust and By-Laws to enter into and perform this Agreement, and the Fund
has taken all requisite proceedings to authorize the Fund to enter into and
perform this Agreement;
(c) the Fund is an investment company properly registered under the
1940 Act; a registration statement under the Securities Act of 1933, as
amended ("1933 Act"), and the 1940 Act on Form N-lA has been filed and will
be effective and will remain effective during the term of this Agreement, and
all necessary filings under the laws of the states will have been made and
will be current during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform its
duties and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of
the Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Fund will promptly
furnish to Unified such copies, properly certified or authenticated, of
contracts, documents and other related information that Unified may request
or requires to properly discharge its duties. Such documents may include,
but are not limited to, the following:
(a) resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency services to the Fund and approving this
Agreement;
(b) the Fund's Declaration of Trust;
(c) the Fund's By-Laws;
(d) the Fund's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) the Fund's registration statement including exhibits, as amended,
on Form N-1A (the "Registration Statement") under the 1933 Act and the 1940
Act, as filed with the SEC;
(f) copies of the Management Agreement between the Fund and its
investment adviser (the "Advisory Agreement");
(g) opinions of counsel and auditors reports;
(h) the Fund's Prospectus and Statement of Additional Information
relating to all Portfolios and all amendments and supplements thereto (such
Prospectus and Statement of Additional Information and supplements thereto,
as presently in effect and as from time to time hereafter amended and
supplemented, herein called the "Prospectuses"); and
(i) such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
Section 5. Services Provided by Unified.
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(a) Unified will provide the following services subject to the
control, direction and supervision of the Board and in compliance with the
objectives, policies and limitations set forth in the Fund's Registration
Statement, Declaration of Trust and By-Laws; applicable laws and regulations;
and all resolutions and policies implemented by the Board:
(i) Transfer Agency, as described on Exhibit B to this Agreement.
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(ii) Dividend Disbursing. Unified will serve as the Fund's
dividend disbursing agent. Unified will prepare and mail checks, place
wire transfers of credit income and capital gain payments to
shareholders. The Fund will advise Unified in advance of the
declaration of any dividend or distribution and the record and payable
date thereof. Unified will, on or before the payment date of any such
dividend or distribution, notify the Fund's Custodian of the estimated
amount required to pay any portion of such dividend or distribution
payable in cash, and on or before the payment date of such
distribution, the Fund will instruct its Custodian to make available to
Unified sufficient funds for the cash amount to be paid out. If a
shareholder is entitled to receive additional shares by virtue of any
such distribution or dividend, appropriate credits will be made to each
shareholder's account and/or certificates delivered where requested. A
shareholder not receiving certificates will receive a confirmation from
Unified indicating the number of shares credited to his/her account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of the
services contemplated herein (which may be in the offices of Unified or
a corporate affiliate of Unified);
(ii)provide or otherwise obtain personnel sufficient, in Unified's
sole discretion, for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which Unified, in
its sole discretion, believes are necessary or desirable for provision
of the services contemplated herein; and
(iv) keep records relating to the services provided hereunder in
such form and manner as set forth on Exhibit Band as Unified may
otherwise deem appropriate or advisable, all in accordance with the
1940 Act. To the extent required by Section 31 of the 1940 Act and the
rules thereunder, Unified agrees that all such records prepared or
maintained by Unified relating to the services provided hereunder are
the property of the Fund and will be preserved for the periods
prescribed under Rule 31a-2 under the 1940 Act, maintained at the
Fund's expense, and made available to the SEC for inspection in
accordance with such Section and rules. Subject to the provisions of
Section 9 hereof, Unified further agrees to surrender promptly to the
Fund upon its request and cease to retain in its records and files
those records and documents created and maintained by Unified pursuant
to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement.
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(a) As compensation for the services rendered to the Fund pursuant to
this Agreement the Fund shall pay Unified on a monthly basis those fees
determined as set forth on Exhibit C to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice.
Upon any termination of this Agreement and before the end of any month, the
fee for the part of the month before such termination shall be equal to the
fee normally due for the full monthly period and shall be payable, without
setoff, upon the date of termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting
principles and resolutions of the Board.
(c) Unified will from time to time employ or associate with such
person or persons as may be appropriate to assist Unified in the performance
of this Agreement. Such person or persons may be officers and employees who
are employed or designated as officers by both Unified and the Fund. Except
as otherwise expressly provided in this Agreement, the compensation of such
person or persons for such employment shall be paid by Unified and no
obligation will be incurred by or on behalf of the Fund in such respect.
(d) Unified will bear all of its own expenses in connection with the
performance of the services under this Agreement, except as otherwise
expressly provided in this Agreement. The Fund agrees to promptly reimburse
Unified for any equipment and supplies specially ordered by or for the Fund
through Unified and for any other expenses not contemplated by this Agreement
that Unified may incur on the Fund's behalf, at the Fund's request or as
consented to by the Fund. Such other expenses to be incurred in the
operation of the Fund and to be borne by the Fund, include, but are not
limited to: taxes; interest; brokerage fees and commissions; salaries and
fees of officers and directors who are not officers, directors, shareholders
or employees of Unified or Unified's affiliates; SEC and state Blue Sky
registration and qualification fees, levies, fines and other charges;
advisory fees; charges and expenses of custodians; insurance premiums
including fidelity bond premiums; auditing and legal expenses; costs of
maintenance of corporate existence; expenses of typesetting and printing of
prospectuses and for distribution to current shareholders of the Fund;
expenses of printing and production cost of shareholders' reports and proxy
statements and materials; costs and expense of Fund stationery and forms;
costs and expenses of special telephone and data lines and devices; costs
associated with corporate, shareholder and Board meetings; and any
extraordinary expenses and other customary Fund expenses.
(e) The Fund may request additional services, additional processing or
special reports. Such requests may be provided by Unified at additional
charges. In this event, the Fund shall submit such requests in writing
together with such specifications as may be reasonably required by Unified,
and Unified shall respond to such requests in the form of a price quotation.
The Fund's written acceptance of the quotation must be received prior to
implementation of such request. Additional services will be charged at
Unified's standard rates.
(f) All fees, out-of-pocket expenses or additional charges of Unified
shall be billed on a monthly basis and shall be due and payable upon receipt
of the invoice. No fees, out-of-pocket expenses or other charges set forth
in this Agreement shall be subject to setoff.
Unified will render, after the close of each month in which services
have been furnished, a statement reflecting all of the charges for such
month. Charges remaining unpaid after thirty (30) days shall bear interest
in finance charges equivalent to, in the aggregate, the Prime Rate (as
publicly announced by Firstar Bank, N.A., from time to time) plus 2.00% per
year and all costs and expenses of effecting collection of any such sums,
including reasonable attorney's fees, shall be paid by the Fund to Unified.
In the event that the Fund is more than sixty (60) days delinquent in
its payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the
Fund), this Agreement may be terminated upon thirty (30) days' written notice
to the Fund by Unified. The Fund must notify Unified in writing of any
contested amounts within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
Section 7. Proprietary and Confidential Information. Unified agrees
on behalf of itself and its employees to treat confidentially and as
proprietary information of the Fund, all records and other information
relative to the Fund's prior, present or potential shareholders, and to not
use such records and information for any purpose other than performance of
Unified's responsibilities and duties hereunder. Unified may seek a waiver
of such confidentiality provisions by furnishing reasonable prior notice to
the Fund and obtaining approval in writing from the Fund, which approval
shall not be unreasonably withheld and may not be withheld where the service
agent may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities. Waivers of confidentiality are automatically effective without
further action by Unified with respect to Internal Revenue Service levies,
subpoenas and similar actions, or with respect to any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of
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Liability.
(a) In the performance of its duties hereunder, Unified shall be
obligated to exercise due care and diligence, and to act in good faith in
performing the services provided for under this Agreement. In performing its
services hereunder, Unified shall be entitled to rely on any oral or written
instructions, advice, notices or other communications, information, records
and documents (collectively, "Fund Information") from the Fund, its
custodian, officers and trustees, investors, agents, legal counsel, auditor
and other service providers (excluding in each case, Unified and its
affiliates) (the Fund, collectively with such persons other than Unified and
its affiliates, "Fund Representatives") which Unified reasonably believes to
be genuine, valid and authorized. Unified also shall be entitled to consult
with and rely on the advice and opinions of the Fund's auditor and of outside
legal counsel retained by the Fund, as may be reasonably necessary or
appropriate in Unified's sole judgment, as well as all other Fund
Representatives, in each case at the expense of the Fund.
(b) Neither Unified nor its officers, directors, partners, employees,
shareholders or agents (the "Unified Parties") shall be liable for any error
of judgment or mistake of law or for any losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities of any
nature or kind (collectively, "Damages") suffered by the Fund or its
shareholders in connection with any matter to which this Agreement relates or
in connection with any action (or omission) by any of the Unified Parties in
connection with this Agreement. This complete release from all liability
shall not apply to any action (or omission) of any Unified Party to the
extent such action (or omission) is caused by or results from the negligence
or willful misfeasance of any Unified Party. Any person, even though also an
officer, director, partner, employee or agent of Unified, who may be or
become an officer, director, partner, employee or agent of the Fund, shall be
deemed when rendering services to the Fund or acting on any business of the
Fund (other than services or business in connection with Unified's duties
hereunder) to be rendering such services to or acting solely for the Fund and
not as an officer, director, partner, employee or agent or person under the
control or direction of Unified even though paid by Unified.
(c) The Unified Parties shall not be responsible for, and the Fund
shall indemnify and hold the Unified Parties harmless from and against, any
and all Damages arising out of or in connection with:
(i) any action (or omission) of any Unified Party taken pursuant
to this Agreement, except to the extent (and only to the extent) any
such action (or omission) is caused by or results from the negligence
or willful misfeasance of any Unified Party; provided, however, that
every action (or omission) taken in good faith by any of the Unified
Parties in connection with or in reliance upon matters described in
clauses (ii) through (x) below shall be deemed in its entirety to be an
action taken pursuant to this Agreement that was not caused by and did
not result from the negligence or willful misfeasance of any Unified
Party;
(ii)the reliance on or use by the Unified Parties of Fund
Information which is furnished to any of the Unified Parties by or on
behalf of any of the Fund Representatives;
(iii) any delays, inaccuracies, errors or omissions in or arising
out of or attributable to Fund Information which is furnished to any of
the Unified Parties by or on behalf of any of the Fund Representatives
or to the untimely provision to Unified of such Fund Information;
(iv)the Fund's refusal or failure to comply with the terms of this
Agreement or the Fund's lack of good faith, or its actions (or
omissions) involving negligence or willful misfeasance;
(v) the breach of any representation or warranty of the Fund
hereunder;
(vi)the taping or other form of recording of telephone
conversations or other forms of electronic communications with
investors and shareholders, or reliance by Unified on telephone or
other electronic instructions of any person acting on behalf of a
shareholder or shareholder account for which telephone or other
electronic services have been authorized;
(vii) the reliance on or the carrying out by Unified or its
officers or agents of any proper instructions reasonably believed to be
duly authorized, or requests of the Fund or recognition by Unified of
any share certificates which are reasonably believed to bear the proper
signatures of the officers of the Fund and the proper countersignature
of any transfer agent or registrar of the Fund;
(viii) any delays, inaccuracy, errors or omissions in or
arising out of or attributable to data or information provided to
Unified by data and pricing services;
(ix)the offer or sale of shares by the Fund in violation of any
requirement under the federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any
stop order or other determination or ruling by any federal agency or
any state agency with respect to the offer or sale of such shares in
such state (1) resulting from activities, actions or omissions by Fund
Representatives, or (2) existing or arising out of activities, actions
or omissions by or on behalf of the Fund Representatives prior to the
earlier of (x) the effective date of this Agreement and (y) the
effective date of an agreement between the parties hereto with respect
to the subject matter hereof that was in effect immediately prior to
the effective date of this Agreement ; and
(x) the non-compliance by the Fund, its investment adviser and/or
its distributor with applicable securities, tax, commodities and other
laws, rules and regulations.
(d) In any case in which the Fund may be asked to indemnify or hold a
Unified Party harmless, the Unified Party will notify the Fund promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party and shall
keep the Fund advised with respect to all developments concerning such
situation; provided, however, that the failure to do so shall not prevent
recovery by the Unified Party unless such failure causes actual material harm
to the Fund. The Fund shall have the option to defend the Unified Party
against any claim which may be the subject of this indemnification, and, in
the event that the Fund so elects, such defense shall be conducted by counsel
chosen by the Fund and satisfactory to the Unified Party, and thereupon the
Fund shall take over complete defense of the claim and the Unified Party
shall sustain no further legal or other expenses in respect of such claim.
The Unified Party will not confess any claim or make any compromise in any
case in which the Fund Party will be asked to provide indemnification, except
with the Fund's prior written consent.
(e) Each of the Unified Parties, on the one hand, and the Fund, on the
other hand, shall have the duty to mitigate Damages for which the other party
may become responsible. This duty shall include giving such other party
every reasonable opportunity to correct any error or other circumstance that
caused, resulted in or increased such Damages, and every reasonable
opportunity to assist in such mitigation. Notwithstanding any other
provision of this Agreement, as to any matter where any portion of Damages
may be, in whole or part, caused, increased or determined by the manner in
which an item or amount is treated or reported for accounting purposes or the
manner in which an item or amount is treated or reported to any governmental
agency or taxing authority, no recovery for any amount of Damages in
connection with such matter shall be had by any party to (or beneficiary of)
this Agreement if an alternative manner of treatment or reporting is or was
possible and such alternative manner of treatment or reporting is or was, in
the written opinion of any reputable practitioner of appropriate expertise,
more likely than not the correct treatment (such opinion to be rendered in
customary form, subject to customary assumptions and representations);
provided however, that the provisions of this sentence shall not apply and
shall be disregarded in respect of a matter if and only if (i) the person
seeking or who may have sought to recover Damages (the "Damaged Party")
provided the party against whom recovery is or may have been sought (the
"Potentially Responsible Party") written notice bearing the bold heading
"Notice of Potential Claim for Damages," identifying this Agreement, and
describing the nature of the potential claim and the subject matter of the
required opinion, (ii) such notice is sent by certified mail and actually
delivered to the Potentially Responsible Party at least sixty (60) days prior
to the first time such item or amount is to be accounted for or reported,
(iii) the Damaged Party fully and promptly cooperates in the attempts of the
Potentially Responsible Party to obtain such an opinion, and (iv) no such
opinion is obtained prior to such accounting or reporting. If an opinion
described in the preceding sentence is obtained by the Potentially
Responsible Party, the Damaged Party shall bear the cost of such opinion.
The parties acknowledge that the purpose of the preceding two sentences is to
preclude the recovery of any and all Damages in connection with any matter
where the proper accounting, tax or other treatment of such matter is
susceptible to differing opinions among reputable practitioners of
appropriate expertise, and that the effect of such sentences is intended to
ensure that such matters are treated and reported in a legitimate manner that
gives rise to the smallest amount of Damages.
(f) THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, UNIFIED DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF
DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED
INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. UNIFIED DISCLAIMS ANY
WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE ALLOCATION OF RISKS (BOTH
INSURABLE RISKS AND OTHER RISKS) UNDER THIS AGREEMENT IS FAIR TO ALL PARTIES
AND WAS TAKEN INTO ACCOUNT BY UNIFIED IN PRICING THE SERVICES AND GOODS
PROVIDED. The RIGHTS AND obligations of the parties (AND INTENDED
BENEFICIARIES) under this Section 8 shall survive the termination of this
Agreement.
Section 9. Term. This Agreement shall become effective on the date
first herein above written. This Agreement may be modified or amended from
time to time by mutual agreement between the parties hereto. This Agreement
shall continue in effect unless terminated by either party on at least ninety
(90) days' prior written notice. With the sole exception of the 30-day
termination described in Section 6(f), no other event (including any
purported or actual breach) shall result in termination of this Agreement.
Upon termination of this Agreement, the Fund shall pay to Unified all fees,
compensation and other charges as shall be accrued or due under the terms of
this Agreement as of the date of termination or the date that the provision
of services ceases, whichever is sooner.
Should the Fund exercise its right to terminate this Agreement, the
Fund agrees to pay for all conversion tape set-up fees, test conversion
preparation and processing fees and final conversion fees, none of which
shall be subject to any setoff.
Such compensation to Unified shall be for the expenses incurred in
connection with the retrieval, compilation and movement of books, records and
materials relative to the deconversion or conversion of Fund records to the
successor mutual fund service provider as directed by the Fund.
Notwithstanding the foregoing, any amount owed by the Fund to Unified prior
to the termination/conversion shall still be due and payable under the terms
of this Agreement. No such compensation shall be due to Unified if Unified
terminates this Agreement for reasons other than a default by the Fund.
Upon the termination of the Agreement for any reason and payment of the
fees set forth in this Agreement without setoff, Unified agrees to provide
the Fund with the complete transfer agency records in its possession and to
assist the Fund in the orderly transfer of accounts and records. Without
limiting the generality of the foregoing, subject to the preceding sentence,
Unified agrees upon termination of this Agreement:
(a) to deliver to the successor mutual fund service provider(s),
computer tapes containing the Fund's accounts and records together with such
record layouts and additional information as may be necessary to enable the
successor mutual fund service provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s) in
the interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the
new mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible
for the successor mutual fund service provider(s) and the Fund.
Section 10. Notices. Any notice required or permitted hereunder
shall be in writing and shall be deemed to have been given when delivered in
person or by certified mail, return receipt requested, to the parties at the
following address (or such other address as a party may specify by notice to
the other):
(a) If to the Fund, to:
Huntington Funds
c/o Huntington Asset Advisors, Inc.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Managing Director
Notice shall be effective upon receipt if by mail, on the date of
personal delivery (by private messenger, courier service or otherwise) or
upon confirmed receipt of telex or facsimile, whichever occurs first.
Section 11. Assignability. This Agreement may not be assigned or
otherwise transferred by either party hereto, without the prior written
consent of the other party, which consent shall not be unreasonably withheld;
provided, however, that Unified may, in its sole discretion and upon notice
to the Fund, assign all its right, title and interest in this Agreement to an
affiliate, parent or subsidiary, or to the purchaser of substantially all of
its business. Unified may, in its sole discretion, engage subcontractors to
perform any of the obligations contained in this Agreement to be performed by
Unified provided that Unified shall remain responsible to the Fund for the
actions and omissions of such subcontractors as if Unified had provided such
services to the Fund.
Section 12. Intended Beneficiaries. This Agreement shall be binding
upon the Fund, Unified and their respective successors and assigns, and shall
inure to the benefit of the Fund, Unified, the Unified Parties, their
respective heirs, successors and assigns. Nothing herein expressed or
implied is intended to confer upon any person not named or described in the
preceding sentence any rights, remedies, obligations or liabilities under or
by reason of this Agreement.
Section 13. Arbitration. Notwithstanding any provision of this
Agreement to the contrary, any claim or controversy arising out of or in any
manner relating to this Agreement, or breach hereof, which cannot be resolved
between the parties themselves, shall be settled by arbitration administered
by the American Arbitration Association in Indianapolis, Indiana in
accordance with its applicable rules. The arbitration panel shall consist of
three arbitrators selected from list(s) of candidates provided by the
American Arbitration Association. One party to the dispute shall be entitled
to appoint one arbitrator and the other party to the dispute shall be
entitled to appoint one arbitrator. The third arbitrator, who shall be an
attorney in good standing who is licensed to practice law in the State of
Indiana and devotes more than one-half of his or her professional time to the
practice of securities law, shall be chosen by the two arbitrators so
appointed. If any party fails to appoint its arbitrator or to notify the
other party of such appointment within thirty (30) days after the institution
of arbitration proceedings, such other party may request the President of the
American Arbitration Association to appoint such arbitrator on behalf of the
party who so failed. If the two arbitrators appointed by (or on behalf of)
the parties fail to appoint such third arbitrator, or fail to notify the
parties to such proceedings of such appointment, within thirty (30) days
after the appointment of the later of such two arbitrators to be appointed by
(or on behalf of) the parties, any party may request such President to
appoint such third arbitrator. The President of the American Arbitration
Association shall appoint such arbitrator or such third arbitrator, as the
case may be, within thirty (30) days after the making of such request. No
awards of punitive damages shall be made. The parties hereby agree that
judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction. The parties acknowledge and agree that the
performance of the obligations under this Agreement necessitates the use of
instrumentalities of interstate commerce and, notwithstanding other general
choice of law provisions in this Agreement, the parties agree that the
Federal Arbitration Act shall govern and control with respect to the
provisions of this Section 13.
Section 14. Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver nor shall it deprive such party of the right thereafter
to insist upon strict adherence to that term or any term of this Agreement.
Any waiver must be in writing signed by the waiving party.
Section 15. Force Majeure. Unified shall not be responsible or
liable for any failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by circumstances
beyond its control, including without limitation, acts of God, earthquake,
fires, floods, wars, acts of civil or military authorities, governmental
actions, nonperformance by a third party or any similar cause beyond the
reasonable control of Unified, failures or fluctuations in telecommunications
or other equipment, nor shall any such failure or delay give the Fund the
right to terminate this Agreement.
Section 16. Use of Name. The Fund and Unified agree not to use
the other's name nor the names of such other's affiliates, designees, or
assignees in any prospectus, sales literature, or other printed material
written in a manner not previously, expressly approved in writing by the
other or such other's affiliates, designees, or assignees except where
required by the SEC or any state agency responsible for securities regulation.
Section 17. Amendments. This Agreement may be modified or
amended from time to time by mutual written agreement between the parties.
No provision of this Agreement may be changed, discharged or terminated
orally, but only by an instrument in writing signed by the party against
which enforcement of the change, discharge or termination is sought.
Section 18. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to
be prohibited by or invalid under applicable law to any person or
circumstance, such provision shall be ineffective only to the extent of such
prohibition or invalidity. In the event that any one or more of the
provisions contained in this Agreement or any application thereof shall be
invalid, illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions of this Agreement and any other
application thereof shall not in any way be affected or impaired thereby.
Section 19. Headings; Pronouns; Certain Phrases. The headings in the
sections and subsections of this Agreement are inserted for convenience only
and in no way alter, amend, modify, limit or restrict the contractual
obligations of the parties. Wherever used in this Agreement, masculine,
feminine and neuter pronouns shall be deemed to include the other genders.
Singular pronouns and nouns (including defined terms) shall be deemed to
include the plural (and vice versa) as the context may require, but shall
have no effect upon the nature of a party's liability as joint or several.
Wherever used in this Agreement, the phrase "in connection with" shall be
given the broadest possible interpretation, and shall include matters
(without limitation) that are in whole or part caused by, relate to, arise
out of, are attributable to, or result from, the referent or object of such
phrase.
Section 20. No Strict Construction. The language used in this
Agreement shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be
applied against any party.
Section 21. Entire Agreement; Survival; Governing Law. This
Agreement embodies the entire understanding between the parties with respect
to the subject matter hereof, and supersedes all prior negotiations and
agreements between the parties relating to the subject matter hereof;
provided, however, that if an agreement between the parties hereto with
respect to the subject matter hereof was in effect immediately prior to the
effective date of this Agreement (the "Predecessor Agreement"), then the
provisions contained in Section 8 of the Predecessor Agreement (relating to
indemnification and other risk allocation matters) shall, in respect of all
periods prior to the effective date of this Agreement ("Prior Periods"),
survive and remain in effect to the same extent and in the same manner as
such provisions would have applied in respect of Prior Periods had the
Predecessor Agreement not been superseded by this Agreement or otherwise
terminated or amended or modified in any manner at any time. The provisions
of Section 6 through 9 and Sections 13 through 21, inclusive, shall survive
any termination of this Agreement. This Agreement shall be governed by and
construed and interpreted according to the internal laws of the State of
Indiana, without reference to conflict of law principles.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund
Services Agreement to be signed by their respective duly authorized officers
as of the day and year first above written.
HUNTINGTON FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date March 20, 2002
-------------------------- --------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------
UNIFIED FUND SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date March 25, 2002
-------------------------- --------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Office & Managing Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date March 25, 2002
-------------------------- --------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr. Vice President, C.O.O.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Huntington Florida Tax-Free Money Fund - Trust
Huntington Florida Tax-Free Money Market Investment A
Huntington Income Equity Fund - Trust
Huntington Short Intermediate Fixed Income Securities - Trust
Huntington Fixed Income Securities Fund - Trust
Huntington Fixed Income Securities Investment A
Huntington Mortgage Securities Fund - Trust
Huntington Mortgage Securities Investment A
Huntington Ohio Tax-Free Fund - Trust
Huntington Ohio Tax-Free Investment A
Huntington Growth Fund - Trust
Huntington Growth Fund Investment A
Huntington Money Market Fund Inv A
Huntington Money Market Fund - Trust
Huntington Ohio Municipal Money Market Fund - Trust
Huntington Ohio Municipal Money Market Investment A
Huntington Us Treasury Money Market Fund - Trust
Huntington Us Treasury Money Market Investment A
Huntington Income Equity Fund Investment A
Huntington Intermediate Government Income Investment A
Huntington Intermediate Government Income -Trust
Huntington Michigan Tax-Free Investment A
Huntington Michigan Tax-Free Fund - Trust
Huntington Money Market Interfund Share
Huntington New Economy Fund Trust
Huntington New Economy Fund Investment B
Huntington New Economy Fund Investment A
Huntington Mid-Corp America Fund Trust
Huntington Mid-Corp America Fund Investment B
Huntington Mid-Corp America Fund Investment A
Huntington International Equity Trust
Huntington International Equity Investment B
Huntington International Equity Investment A
Huntington Dividend Capture Fund Investment A
Huntington Dividend Capture Fund Trust
Huntington Dividend Capture Fund Investment B
Huntington Rotating Index Fund Investment A
Huntington Rotating Index Trust
Huntington Money Market Investment - B
Huntington Growth Fund Investment - B
Huntington Income Equity Investment - B
Huntington Fixed Income Securities Investment - B
Huntington VA New Economy Fund
Huntington VA Rotating Index Fund
Huntington VA Mid Corp America Fund
Huntington VA Dividend Capture Fund
Huntington VA Income Equity
Huntington VA Growth Fund
EXHIBIT B
to
Mutual Fund Services Agreement
General Description of Transfer Agency Services
The following is a general description of the transfer agency services
Unified shall provide to a mutual fund.
Systems: Utilizing PowerAgent by Envision Financial Systems, Windows NT
Servers and Microsoft SQL Databases, we offer a robust yet open architecture
for shareholder data.
Interactive Voice Response: Provides funds with the opportunity to offer
their shareholders 24 hour, 7 day a week access to their account information,
accessing the system either via telephone or computer.
Shareholder Services: Shareholder telephone calls can be answered by
Unified's shareholder services department through 800 numbers that are unique
to each fund family. Phone volumes and response times are continually
monitored for quality assurance.
Shareholder Recordkeeping: Maintains complete shareholder records for each
fund including the following: (i) name, address and tax identification
number; (ii) number of shares held; (iii) historical information including
dividends paid and individual purchases and redemptions; and (iv) any
systematic purchase or redemption instructions and correspondence relating to
the current maintenance of the account.
Purchase and Redemption Orders: Unified will process all purchase and
redemption orders of a fund's shareholders in accordance with the fund's
current prospectus. Confirmation statements are produced for each
transaction and promptly mailed to shareholders. Daily transaction reports
and share proofs are made available to all necessary parties via electronic
medium.
Telephone Orders: Process redemption, exchange and transfer requests upon
telephone instructions from qualified shareholders. Unified will redeem
and/or transfer fund shares from any account for which such services have
been properly authorized.
Shareholder Communications and Meetings: Mail all necessary communications by
a fund to its shareholders. For proxies, Unified will handle mailing of proxy
materials, tabulation of proxy cards, and provide periodic reports to the
fund on the progress of the tabulation.
Shareholder Correspondence: Acknowledge all correspondence from shareholders
relating to their share accounts and undertake such other shareholder
correspondence as may from time to time be mutually agreed upon.
Asset Allocation Program Support: Provide rebalancing, asset allocation
models and performance measurement as an optional and additional transfer
agency service, for certain types of asset allocation and/or wrap programs.
EXHIBIT C
to
Mutual Fund Services Agreement
TRANSFER AGENCY FEE SCHEDULE
The prices contained herein are effective for twelve months from the
execution date of the Transfer Agency contract.
I Conversion Fee: Manual conversion/new fund establishment - fee not to
exceed $1,500 per portfolio. Electronic conversions - $1.50
per shareholder account with a $4,000 minimum fee.
II Standard Base Fee for Standard Base Services
The Base Fee1 is $18.00 for money market funds and $15.00 for equity/bond
funds per active Shareholder Account per year with a minimum fee of
$12,000 per portfolio and/or share class. (The minimum is reduced to
$6,000 per year per portfolio for Variable Annuity Funds). An Active
Shareholder Account is any Shareholder Account existing on Transfer
Agent's computerized files with a non-zero Share balance. There is a $.50
per account charge for any account with a zero share balance for the
current month, as determined on the last day of each month. The base fee
will be billed on a monthly basis.
1The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling,
shipping, statement microfiche copies and 800 number access to
Unified's shareholder services group.
Unified will provide lost account search services in connection of SEC
Rules 17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These
"Electronic Data Search Services" will be performed on a semi-annual
basis. This service will apply to only Active Shareholder Accounts
maintained on the transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $200.00 per day minimum
fee/rerun charge when the nightly processing has to be repeated due to
incorrect NAV or dividend information received from the Portfolio Pricing
Agent due to incorrect or untimely information provided by an Advisor or
its Agent.
III Standard Services Provided
-Open new accounts
-Maintain Shareholder accounts
Including:
-Maintain certificate records
-Change addresses
-Prepare daily reports on number of Shares, accounts
-Prepare Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien accounts
-Reply to Shareholder calls and correspondence other than that for Fund
information
and related inquiries
-Process purchase of Shares
-Issue/Cancel certificates (Excessive use may be subject to additional
charges)
-Process partial and complete redemptions
-Process regular and legal transfer of accounts
-Mail semi-annual and annual reports
-Process dividends and distributions
-Prepare Shareholder meeting lists
-Process one proxy per year per fund. Tabulation is limited to three.
-Receive and tabulate proxies
-Confirm all transactions as provided by the terms of each Shareholder's
account
-Provide a system which will enable Fund to monitor the total number of
Shares sold in each state.
System has capability to halt sales and warn of potential oversell.
(Blue Sky Reports)
-Determine/Identify lost Shareholder accounts
IV Standard Reports Available
-12b-1 Disbursement Report
-12b-1 Disbursement Summary
-Dealer Commission Report
-Dealer Commission Summary Report
-Exchange Activity Report
-Fees Paid Summary Report
-Fund Accrual Details
-Holdings by Account Type
-Posting Details
-Posting Summary
-Settlement Summary
-Tax Register
-Transactions Journal
V NSCC Interfaces
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $500 per month
-Networking processing $500 per month
-Fund/Serv transactions $0.35 per trade
-Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend
fund
VI Additional Fees for Services Outside the Standard Base
-Interactive Voice Response System Set-up Pass through
-Archiving of old records/storage of aged records Pass through
-Off-line Shareholder research $25/hour (Billed to customer
account)
-Check copies $3/each (Billed to customer
account)
-Statement copies $5/each (Billed to customer
account)
-Mutual Fund fulfillment/prospect file maintenance $1.00/item
-Shareholder communications charges (Faxes) Pass through
-Leased line/equipment on TA's computer system Pass through
-Dial-up access to TA's computer system Pass through
-Labels $.05 ea/$100 minimum
-AD-HOC REPORTWRITER Report Generation $50.00 per report
-Bank Reconciliation Service $50.00 monthly maintenance fee
per bank account $1.50 per bank item
-Systems Programming Labor Charges:
Programmers or Consultants $125.00/hour
Officers $150.00/hour
-Additional Proxy Processing:
Each processing $225.00 fixed charge per
processing
Preparation and Tabulation $0.145/proxy issued
(includes 3 tabulations,
sixteen propositions)
Each Extra Tabulation $25.00 fixed charge per
processing
$0.02 per proxy tabulated
VII Internet Services
-Set up fee to link standard "My Account" system No charge
to existing website. Includes adding fund logo.
-Ability for shareholders to view account balances, $50 per Portfolio or
Share Class per month, minimum
transaction history, tax information ("My Account" system) fee $1,000
per month
-Ability for shareholders to place transactions: purchases, $10 per Portfolio
or Share Class per month, minimum
redemptions and exchanges (must also use fee $250.00 per month
"My Account" view features)
-Electronic Statements set-up fee Fees range from $1,500 to
$5,000
depending on the statement
layout
-Electronic statement creation, delivery and tracking $0.25 per statement
-Electronic delivery and tracking of financial statements and $500.00 per
instance, plus $0.25 per electronic delivery
prospectuses to existing shareholders
-Fund customized "My Account" system $250 per month Administrative
Fee in addition to
"My Account" system fees
-Institutional/Broker-Dealer "My Account" system Standard "My Account"
system fees plus $200 per
month. This fee includes
processing and setup of all
login ID's.
-Performance and NAV Plug-Ins $25 per month. Site must be
hosted by Unified.
-Basic Web Hosting $17.50 per month billed
quarterly for 10 megabytes of
storage and 2 gigabytes of
transfer.
-Web Site Compliance Staging Fees starting at $25.00 per
month, plus $10 per staging
incident (This does not
include any charges from the
Fund Administrator for
reviewing the site. Those
charges are billed directly by
the Administrating B/D).
-Customized programming Billed at $150.00 per hour
